RESTATED AMENDMENT #10
TO THE SECOND AMENDED AND
RESTATED PURCHASE CONTRACT
THIS RESTATED AMENDMENT #10 TO THE SECOND AMENDED AND RESTATED
PURCHASE CONTRACT (the "Restated Amendment #10") is entered into on this 10th
day of December, 1996 by and between International Private Satellite Partners,
L.P., d/b/a Orion Atlantic, L.P., a Delaware limited partnership with its
principal offices located at 2440 Research Boulevard, Rockville, Maryland 20850,
United States of America ("Orion"), and Matra Marconi Space UK Limited, a
company organised and existing under the laws of England and Wales with its
Registered Office at The Grove, Warren Lane, Stanmore, Middlesex, HA7 4LY,
England (the "Contractor").
WHEREAS, Orion Satellite Corporation, as General Partner of
Orion, and British Aerospace Public Limited Company ("BAe"), entered into the
Second Amended and Restated Purchase Contract, dated 26 September 1991 (together
with all amendments thereto, the "F1 Contract");
WHEREAS, the F1 Contract was assigned by BAe to British
Aerospace Space Systems Limited, the name of which was subsequently changed to
MMS Space Systems Limited after its acquisition by Matra Marconi Space UK
Limited;
WHEREAS, the parties have reached a revised agreement on the
terms under which certain incentive payments will be made;
WHEREAS, the parties previously entered into Amendment #9 to
the F1 Contract under which the conditions precedent to Orion's obligations did
not occur;
WHEREAS, the parties previously entered into Amendment #10 to
the F1 Contract (the "Original Amendment #10") under which the conditions
precedent to the effectiveness of that Amendment did not occur;
NOW, THEREFORE, in consideration of the above premises and the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto (hereinafter, the "Parties") agree as follows:
1. DEFINED TERMS. Except as otherwise defined herein,
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the F1 Contract.
Restated Amendment #10
Page 1
2. AMENDMENT #9. Amendment #9 is terminated in its entirety
and shall be of no force and effect.
3. AMENDMENT #10. The conditions precedent to the
effectiveness of Original Amendment #10 did not occur and, accordingly, the
Original Amendment #10 shall be of no force and effect.
4. CONDITION TO EFFECTIVENESS OF THIS AMENDMENT. Orion's
obligations under this Restated Amendment #10 shall become effective when (i) an
Option Agreement to purchase the ORION 2 Spacecraft constructed and delivered in
accordance with the ORION 2 Purchase Contract, as to be amended, between Orion
and Contractor (the "Option Agreement") is in effect and (ii) at least
$25 million in Option payments have been made by Orion to Contractor. The date
upon which this Restated Amendment #10 becomes effective is herein referred to
as the "Effective Date".
5. ORION COVENANT AS TO PAYMENT. Orion hereby covenants and
agrees that, without the Contractor's consent, it shall not, after the date of
this Amendment, subordinate the payments required to be made hereunder or under
Articles 15.6.1 and 15.6.2 of the F1 Contract (the "Incentives") to the payment
of the principal of or the interest on any new debt incurred or guaranteed by
Orion or any affiliate of ORION or to the payment of any obligation incurred
with respect to the Spacecraft provided under the F1 Contract. On the Effective
Date, Orion shall provide to the Contractor Orion's representation verifying
that no such subordination occurred between the date of this Restated Amendment
#10 and the Effective Date.
6. PAYMENT OF INCENTIVE: PURCHASE OF DEBENTURES
(a) On the Effective Date, Orion shall pay to the Contractor
by wire transfer into a bank account established by the Contractor in the United
States of America, the details of which account shall be made known to Orion at
least two (2) weeks prior to the Effective Date, $13,000,000 of the Incentives
due and payable on such date.
(b) On the Effective Date, the Contractor shall purchase
$10,000,000 aggregate principal amount of those Debentures issued by ONS or any
ONS affiliate, provided that Orion makes the payment required to be made by
Section 6(a). The Debentures shall have terms identical to those issued to
British Aerospace Public Limited Company (or any affiliate thereof).
(c) Orion shall pay the difference between the Incentives due
and payable on the Effective Date and $13,000,000 on the last day of the Option
Period (as defined in the Option Agreement).
(d) Orion shall pay all of the remaining Incentives as they
become due in accordance with the payment schedule in Articles 15.6.1 and 15.6.2
of the F1 Contract.
Restated Amendment #10
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7. ADDITIONAL PROVISIONS.
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(a) In the event of any inconsistency between this Restated
Amendment #10 and the remaining provisions of the F1 Contract, the terms of this
Restated Amendment #10 shall govern.
(b) This Restated Amendment #10 may be executed by the Parties
hereto in two or more counterparts, each of which shall be deemed to be an
original instrument but all of which shall be deemed to be one and the same
instrument.
(c) Contractor hereby waives and releases any materialman's,
mechanic's or other liens it may have with respect to any of the payments due
hereunder.
(d) This Restated Amendment #10 shall be governed by the law
of the State of Maryland, U.S.A.
IN WITNESS WHEREOF, the Parties have each duly executed this
Restated Amendment #10 as of the day and year first written above.
INTERNATIONAL PRIVATE MATRA MARCONI SPACE
SATELLITE PARTNERS, L.P. UK LIMITED
By: Orion Satellite Corporation,
Its General Partner
By: /s/W. Neil Bauer By: /s/Armand Carlier
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W. Neil Bauer Armand Carlier
President
Restated Amendment #10